8-K: Current report filing
Published on November 29, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 28,
2007
OPKO
Health, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-26648
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75-2402409
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4400
Biscayne Blvd
Suite 1180
Miami,
Florida 33137
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (305) 575-4138
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Entry
into a Material Definitive
Agreement
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On
November 28, 2007, OPKO Health, Inc., (“the Company”) completed
the previously announced acquisition
of the remaining shares of Ophthalmic Technologies, Inc. (OTI), a privately
owned Canadian company providing innovative ocular imaging systems to eye care
professionals worldwide. Pursuant to a Share Purchase Agreement and an Exchange
and Support Agreement with OTI and its shareholders, the Company exercised
an
option (the “Option”) to acquire the remaining shares of OTI and issued shares
exchangeable into an aggregate of approximately 2,817,000 shares of OPKO Common
Stock based upon a purchase price of $10,000,000 and a value of $3.55 per share
of OPKO common stock.
In
April
2007, the Company invested $5 million in OTI in exchange for common shares
of OTI equaling one-third of the equity in OTI on a fully diluted basis. The
Company also received the Option to purchase the remaining shares of OTI at
the
time of that investment.
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ITEM
2.01.
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Completion
of Acquisition or Disposition of
Assets.
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See
Item
1.01.
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ITEM
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired
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The
required financial statements for OTI will be filed in accordance with Rule
3-05
of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in
no
event later than seventy-one (71) days after the date on which this initial
report is filed.
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(b)
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Pro
Forma Financial Information
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The
required pro forma financial information for OTI will be filed in accordance
with Article 11 of Regulation S-X under cover of Form 8-K/A as soon as
practicable, but in no event later than seventy-one (71) days after the date
on
which this initial report is filed.
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(c)
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Not Applicable
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(d)
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Exhibits
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| No. | Description | |
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99.1
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Press
Release of the Company dated November 29, 2007
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| OPKO Health, Inc. | |
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By
/s/ Adam Logal
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Name:
Adam
Logal
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Title:
Executive
Director of Finance, Chief Accounting Officer,
Treasurer
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Date
November 29, 2007